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Eclipse Foundation Board Meeting Minutes

October 31 & November 1, 2011

A Meeting of the Board of Directors (the
“Board”)
of Eclipse.org Foundation, Inc., a Delaware corporation (the
“Corporation”),
was held on held at 9:00 am CET on October 31 and November 1, 2011 in
Ludwigsburg, Germany co-located with Eclipse Summit Europe 2011.

Present at the meeting were the following
Directors:

31-Oct

1-Nov

Director

Company

Y

Y

Chris
Aniszczyk

Elected
Committer Representative

Y

Y

Michael
Bechauf

SAP
AG

Y

Y

Boris
Bokowski

Elected
Committer Representative

Y

Y

Cedric
Carbone

Talend

N

N

Eric
Clayberg

Elected
Sustaining Representative

Y

Y

Paul
Clenahan

Actuate
Corporation

Y

Y

Gael
Blondelle for Etienne Juliot

OBEO

Y

Y

Hans
Kamutzki

Elected
Sustaining Representative

Y

Y

John
Kellerman

IBM

N

N

Mik
Kersten

Elected
Sustaining Representative

Y

N

Jochen
Krause

Innoopract
GmbH

Y

Y

Dennis
Leung

Oracle

Y

Y

Paul
Lipton

CA
Technologies

Y

Y

Achim
Loerke

BREDEX
GmbH

Y

Y

Ed
Merks

Elected
Committer Representative

Y

Y

Wolfgang
Neuhaus

itemis
AG

Y

Y

Igor
Fedorenkofor Jason Van Zyl

Sonatype

Present at the invitation of the Board was Mike
Milinkovich, Executive Director; Janet Campbell, Secretary; and Chris
Larocque, Treasurer of Eclipse.org Foundation, Inc.

General
Business:

Mike
Milinkovich advised the Board that Michael Bechauf would be
transitioning February 1, 2012 to a new position within SAP and would
no longer be the Eclipse Board Representative. Mike
further indicated that Michael was the last person on the Board that
was actively involved in the creation of the Eclipse Foundation.
Mike thanked Michael for all his years of service to the Eclipse
Board and proposed the following resolution which was passed
unanimously:

RESOLVED, the
Board wishes to thank Michael Bechauf for his 7.5 years of service to
the Eclipse Board.

Minutes:Mike Milinkovich introduced a discussion of the
full and abridged the Minutes of the September 21, 2011 Board
meeting, attached hereto as Exhibit A. There
was unanimous consent to approve the following resolution:

RESOLVED,
that there was unanimous consent to
approve the full and abridged minutes of the September 21, 2011 Board
Meeting.

Committee Appointments:Mike Milinkovich indicated that Dennis Leung
had volunteered to participate in the Compensation Committee, Hans
Kamutzki had volunteered to participate in the IP Advisory Committee,
and that both Chris Aniszczyk and Jochen Krause had volunteered to
participate in the Finance Committee. Mike further indicated
that as sufficient notice had not been given to finalize these
appointments at the meeting, an electronic vote on the matter would
follow the meeting. Mike asked if any other Director had
interest in participating in a Committee. In response,
Paul Lipton volunteered to join the Compensation Committee

Upcoming Election:Mike
Milinkovich advised the Board that the elections for the Board of
Directors run in the first quarter of the year. Mike indicated
that there would be a bit of a difference this year as there is no
longer a need to collapse the votes of the committer community due to
the recent changes in the Bylaws. Mike further advised that he
would follow with tradition have both the incoming and outgoing Board
Members attend the March 2012 Board meeting.

EclipseCon 2011:Mike
Milinkovich provided an update on EclipseCon Europe 2011, the related
slides for which are attached as Exhibit C. Mike indicated that
of today the conference was up to 525 registrations, and was number
was expected to reach 550.

Committer Issues:

Ed Merks raised a concern that while the
Committer population has been advised that in just over a year CVS
would no longer be available, tooling for Git was not where it needed
to be. Ed indicated that there was frustration within the
community that existing CVS infrastructure, which works well and has
been used for a long time and has good tooling, is disappearing at a
time when Git tooling support really isn’t ready. Ed
indicated that his personal experience was that he wasted days trying
to figure out Git. Chris Aniszczyk
indicated that a transition at any time would be difficult and that
lessons had to be learned to migrate. Ed indicated that
it wasn’t clear to him that the transition was worth the pain.
Boris Bokowski indicated that he would rather work on getting the
tooling ready for the deadline rather than move the deadline.
Mike Milinkovich asked John Kellerman whether there was any
possibility of getting people from IBM to help out with the usability
of the tooling. John Kellerman indicated that he thought it
possible and would check on that.

Ed also indicated that
forums and newsgroup synchronization was another source of
frustration. Ed further noted that now that he was in
Europe he was noticing just how much slower things are in Europe.
As an example, P2 repositories can be a real pain. Ed commented
that this was a concern as so much of our community is based in
Europe. Mike Milinkovich suggested that if there was a specific
problem encountered, that webmaster be contacted as they may be able
to resolve the issue; they have been able to resolve improving
performance in the past.

Technology Update

Mike Milinkovich presented an update on the
Eclipse 4.2 migration, the slides for which are attached as Exhibit D.
Mike highlighted that the Eclipse release train and packages
for Juno 2012 are to be build on Platform 4.2. Mike commented
that there was a general feeling that the Platform needed to move
forward. Igor Fedorenko commented that he had tried the most
recent version but that it wasn’t stable. Mike
Milinkovich asked Igor if he had filed any bugs and Igor responded
that there were open bugs in relation to the issues. Paul
Clenahan asked if there was a summary of what the different projects
were dealing with. Mike Milinkovich advised that those
discussions were happening at the Planning Council.

Following the Eclipse 4.2 discussion Mike
Milinkovichpresented an update on Orion, the
related slides for which are attached as Exhibit E.

Executive Director Annual Review

Michael Bechauf led a discussion regarding the
Executive Director’s annual review. Following a
preliminary discussion, the Board drafted a review for submission to
Mike Milinkovich. The following resolution was passed
unanimously:

RESOLVED,
there was unanimous support to submit the draft performance review to
Mike Milinkovich as his performance review for 2011.

The meeting was adjourned to reconvene Tuesday
November 1, 2011.

*
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Tuesday,
November 1, 2011

Executive
Director Evaluation:

Mike
Milinkovich initiated a discussion of the performance review prepared
by the Board and thanked the Board for their feedback.
Following discussion and some minor edits, the following resolution
was passed:

Mike Milinkovich introduced a discussion the
approval of jQuery for redistribution at Eclipse notwithstanding the
Eclipse Foundation’s inability to clarify the provenance of the
code. Mike advised the Board that an electronic vote on
the matter would follow the Board meeting. Paul Lipton
cautioned the Board from relying on the fact that others have
distributed a package when assessing the risk for the Eclipse
Foundation in doing so. Paul also asked that in the future for
additional details on the attempts made to resolve the provenance and
the results of those attempts be provided to the Board.

Topics and Issues Report:

Mike Milinkovich reviewed the Topics and Issues
Report with the Board. Paul Lipton suggested that
the Eclipse Foundation use Hudson as a test case to do some marketing
around IP cleanliness. Mike Milinkovich indicated that the
Foundation had hoped to find a “smoking gun” in relation
to Hudson but that had not happened to date. He further
indicated that there was LGPL code and duplicative contained within
the code base that has now been removed and that the Hudson team had
found the IP review very helpful as they now had a much better
understanding of the Hudson code base. Ed Merks asked if
the addition of Git would make things easier for the IP Team.
Mike Milinkovich responded that he was not expecting that and if
anything there would be more contributions which could result in
increased workload. Mike added that one reason he was in favour
if Git was that it would encourage more contributions at Eclipse and
that would make for a healthier open source community.

Management Reports & Key Performance
Indicators:

Mike Milinkovich provided an update on
EclipseCon 2012, the related slides for which are attached as Exhibit H.
Mike followed this with an update on membership and
marketing, the related slides for which are attached as Exhibit I and
Exhibit J. Mike also reviewed the Key Performance Indicators with the
Board. Boris Bokowski commented that it would be useful
to start reporting active and inactive Projects, much the way we
report active and inactive Committers. Mike Milinkovich
responded that the Foundation would do that and an inactive project
would be defined as a project that has had no commits in the last
nine months.

What it Means to be an Eclipse Project:

Mike Milinkovich led a discussion on what it
means to be an Eclipse Project. Mike indicated that the
Eclipse Foundation believes that the manner in which it manages its
development process and intellectual property (IP) is a industry best
practice and would like expand the areas it works in. Mike
further indicated that historically there were four invariants when
selecting new projects: (i) IP Process; (ii)
Development Process; (iii) architecture (java and OSGi); and (iv)
licensing. Currently, the IP process and Development Process
are invariant. Licensing is no longer completely an invariant,
though the bar to deviate from our standard approach is high.
Following discussion, the following resolution was unanimously
passed:

RESOLVED,
further to the Bylaws, the Executive Director is authorized to
approve open source software projects at Eclipse which meet the
following the criteria:

-The project will conform to the Eclipse Development Process

-The project will conform to the Eclipse Intellectual Property
Policies and its related procedures

-The project will be licensed under the Eclipse Public License
unless otherwise and unanimously approved by the Board.

There is no requirement that Eclipse
projects must utilize the Java language or OSGi modularity (plug-in)
model.

OPEES/Polarsys:

Gael Blondelle provided
an update on Polarsys, the related slides for which are attached as
Exhibit L. Gael indicated that thought was being given to
conducting a workshop after EclipseCon for interested North American
parties.

M2M:

Mike Milinkovich provided an update on the
possibility of an M2M Industry Working Group, the related slides for
which are attached as Exhibit M.

Management
Reports, Part II:

Mike
Milinkovich provided an update on Eclipse Projects, the related
slides for which are attached as Exhibit N. Ed Merks noted that
it appeared that there were more projects on CVS than SVN and asked
why we were choosing to shut down CVS. Mike responded that CVS
was older technology.

Long Term Support:

Mike Milinkovich provided an update on the
possibility of a Long Term Support Industry Working Group, the
related slides for which are attached as Exhibit O. Mike
advised that for the Juno release train timeframe, the Foundation
expects to have a common build infrastructure available, but will not
force Projects to switch. Mike further indicated that the hope
was that most Projects would elect to use the common build
infrastructure once the Eclipse Foundation staff has demonstrated
that it can be used to build the Platform.

Geospatial:

Mike Milinkovich presented an update on the
Geospatial Industry Working Group opportunity, the related slides for
which are attached as Exhibit P. Mike further added that M2M
and Geospatial have strong alignment.

Program Plan:

Mike Milinkovich reviewed the annual planning
cycle and process timeframe. Following that review, Mike
provided an overview of the Program Plan. Chris Aniszczyk
suggested that the Eclipse Foundation consider having another
European Conference. Mike Milinkovich indicated that the
Foundation was looking at opportunities to do something on a smaller
scale in France. To that end, the Foundation was considering
partnering with OBEO and the TOPCASED Conference.

Dennis
Leung indicated that it would be useful if the Board had an
understanding of what didn’t make the cut for the Program
Plan. Mike indicated that if he had more money he would spend
it in the following areas:

Marketing
and PR. Mike indicated that the flip side of that is that
the market for news has really changed. Where there used to be
twelve people covering application development, there are now four.
Mike also indicated that we are now getting involved in areas like
M2M and others that have different press and analysts.

Eclipse
Days and Demo Camps.

Additional
staff to help manage Industry Working Groups.

Bonuses
for staff.

Chris Aniszczyk asked
Mike Milinkovich about the possibility of making Eclipse Marketplace
an Appstore. Mike indicated that the Foundation had explicitly
given up on the idea given the cost of implementation, including the
necessary legal due diligence that would be required.

Closing:

Mike Milinkovich thanked the Board and
indicated that the new Board Member for SAP would be Jutta Bindewaldwho will replace Michael Bechauf in 2012.
Mike further indicated that the timing of the transition has yet to
be determined. Michael indicated to the Board that it had been
a pleasure working with the Board.

There being no additional business to attend to,
the meeting was declared adjourned at approximately 3:35 CET time.

*
* *
* *

This
being a true and accurate record of the proceedings of this Meeting
of the Board of Directors held on October 31st
and November 1th, 2011, is attested to and signed by me below.